{"url_path":"/sec/qtiww/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1844505/0001628280-26-037242-index.html","accession_number":"0001628280-26-037242","cik":"0001844505","ticker":"QTI","issuer_name":"QT IMAGING HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1844505/0001628280-26-037242-index.html","primary_entity_key":"0001844505","primary_entity_name":"QT IMAGING HOLDINGS, INC."},"word_count":761,"has_tables":true,"body_markdown":"Item 1.01    Entry into a Material Definitive Agreement\n\nOn May 15, 2026, QT Imaging Holdings, Inc. (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Representative”) as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten offering (the “Offering”) of 1,200,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price to the public of $5.00 per Firm Share and 800,000 pre-funded warrants (the “Pre-Funded Warrants”, and together with the Firm Shares, the “Securities”) at a price to the public of $4.9999 per Pre-Funded Warrant, less underwriting discounts and commissions. All of the Securities in the Offering were sold by the Company. The Offering closed on May 18, 2026 (the “Closing Date”).\n\nThe Company estimates that the net proceeds from the Offering were approximately $9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the proceeds from the sale of its Securities for working capital and general corporate purposes.\n\nThe Securities were issued pursuant to a shelf registration statement on Form S-3 (File No. 333-294705), as filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026, which became effective on April 3, 2026. A final prospectus related to the Offering was filed with the SEC on May 15, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).\n\nAlso on May 15, 2026, the Company entered into a warrant agency agreement (the “Warrant Agency Agreement”, and together with the Underwriting Agreement, the “Transaction Documents”) with Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”). The Warrant Agency Agreement sets forth certain terms and conditions with respect to the Warrant Agent’s service as warrant agent for the Pre-Funded Warrants.\n\nThe Pre-Funded Warrants are exercisable for one share of Common Stock at an exercise price of $0.0001 per share and may be exercised at any time until exercised in full. The Global Warrant Certificate (the “Global Warrant Certificate”) evidencing the Pre-Funded Warrants was issued in book-entry form through the Depository Trust Company. There is no trading market available for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system nor does the Company intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.\n\nThe Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. In addition, the Company’s officers, directors and certain stockholders have each entered into lock-up agreements pursuant to which each of them has agreed not to, for a period of ninety (90) days from the Closing Date, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the Company’s securities, subject to certain exceptions. Pursuant to the Underwriting Agreement, the Company and its subsidiaries are prohibited from issuing, entering into any agreement to issue, or announcing the issuance of any shares of Common Stock or securities convertible into or exercisable for Common Stock, other than certain exempt issuances, for a period of 60 days following the Closing Date, and from entering into any variable rate transaction for a period of 180 days following the Closing Date (provided that entry into an at-the-market offering with the Representative as sales agent is permitted after such 60-day period).\n\nThe foregoing is only a brief description of the terms of the Transaction Documents and the Pre-Funded Warrant, and does not purport to be a complete statement of the rights and obligations of the parties under the Transaction Documents or the Pre-Funded Warrant, and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K (the “Current Report”), the Warrant Agency Agreement, which is filed as Exhibit 10.1 to this Current Report, and the form of Pre-Funded Warrant, which is filed as Exhibit 4.1 to this Current Report, all of which are incorporated herein by reference. A copy of the Global Warrant Certificate is also filed as Exhibit 4.2 to this Current Report, and is incorporated herein by reference."}